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                                                                   Exhibit 10.41










                            TACS III INCENTIVE PLAN

                              LIMITED PARTNERSHIP

                         LIMITED PARTNERSHIP AGREEMENT



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                               TABLE OF CONTENTS

                                                                     Page Number
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ARTICLE I    General Provisions .........................................  1

Section 1.01 Definitions ................................................  1
    (a) Agreement .......................................................  1
    (b) Capital Account .................................................  1
    (c) Capital Contribution ............................................  1
    (d) Certificate of Limited Partnership ..............................  1
    (e) Code ............................................................  1
    (f) General Partner .................................................  2
    (g) Limited Partner .................................................  2
    (h) Partner .........................................................  2
    (i) Partnership .....................................................  2
    (j) Securities ......................................................  2
    (k) TAH .............................................................  2
    (1) ULPA ............................................................  2
    (m) Voting Control ..................................................  2
Section 1.02 Partnership Name ...........................................  2
Section 1.03 Fiscal Year ................................................  2
Section 1.04 Nature and Liability of Partners ...........................  2
Section 1.05 Purposes of Partnership ....................................  3
Section 1.06 Powers of Partnership ......................................  3
Section 1.07 General Partner as Limited Partner .........................  4

ARTICLE II   Management of Partnership ..................................  4

Section 2.01 General ....................................................  4
Section 2.02 Services of General Partner ................................  4
Section 2.03 Compensation of General Partner ............................  5
Section 2.04 Restrictions ...............................................  5
Section 2.05 Reliance by Third Parties ..................................  6
Section 2.06 Partner's Transactions .....................................  6
Section 2.07 Exculpation of Liability ...................................  6
Section 2.08 Indemnification ............................................  7

ARTICLE III  Capital Accounts; Allocations; Distributions ...............  7

Section 3.01 Capital Contributions ......................................  7
Section 3.02 Capital Accounts ...........................................  9
Section 3.03 Deficit Capital Accounts ................................... 10
Section 3.04 Allocations ................................................ 10
Section 3.05 Distributions to Partners .................................. 11
Section 3.06 No Interest on Capital ..................................... 12


                                       (i)

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                                                                     Page Number
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ARTICLE IV   Withdrawal of Limited Partner ............................  12

Section 4.01 Withdrawal of Limited Partner ............................  12
Section 4.02 Legal Representatives ....................................  12
Section 4.03 Mandatory Withdrawal .....................................  13
Section 4.04 Liquidating Share ........................................  13
Section 4.05 Cessation of Participation ...............................  14

ARTICLE V    Transfer of Partnership Interests ........................  14

Section 5.01 Assignability of Interests ...............................  14
Section 5.02 Substituted Limited Partners .............................  15
Section 5.03 Obligations of Assignee ..................................  15

ARTICLE VI   Duration and Termination of Partnership ..................  15

Section 6.01 Duration .................................................  15
Section 6.02 Withdrawal of,Limited Partner ............................  15
Section 6.03 Withdrawal of General Partner ............................  16
Section 6.04 Liquidation ..............................................  17
Section 6.05 Distribution Upon Termination ............................  17

ARTICLE VII  Reports to Partners ......................................  18

Section 7.01 Financial Records ........................................  18
Section 7.02 Annual Reports ...........................................  18
Section 7.03 Inspection ...............................................  18
Section 7.04 Tax Returns ..............................................  18

ARTICLE VIII Valuation ................................................  19

Section 8.01 Valuation of Partnership Net Worth .......................  19
Section 8.02 Valuation Date ...........................................  19
Section 8.03 Valuing Securities and Other Assets ......................  19

ARTICLE IX   Miscellaneous ............................................  20

Section 9.01 Admission of Limited Partners ............................  20
Section 9.02 Disputed Matters .........................................  21
Section 9.03 Payments in Kind .........................................  21



                                      (ii)


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                                                                     Page Number
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Section 9.04 General ..................................................  21
Section 9.05 Notices ..................................................  22
Section 9.06 Execution of Certificate of Limited
               Partnership and Other Documents ........................  22
Section 9.07 Force Majeure ............................................  22
Section 9.08 Amendments ...............................................  22
Section 9.09 Headings .................................................  23
Section 9.10 Power of Attorney ........................................  23

EXHIBIT A .............................................................  25




                                     (iii)



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                                    TACS III

                       INCENTIVE PLAN LIMITED PARTNERSHIP

                         LIMITED PARTNERSHIP AGREEMENT

     BY THIS LIMITED PARTNERSHIP AGREEMENT made and entered into as of July 1,
1989, Tucker Anthony Holding Corporation, a corporation organized under the laws
of the Commonwealth of Massachusetts, as general partner, and those persons and
entities executing this Agreement or counterparts thereof and listed on Exhibit
A (as it may be amended from time to time) as limited partners, hereby form a
limited partnership pursuant to the laws of the Commonwealth of Massachusetts.

                                   ARTICLE I

                               GENERAL PROVISIONS

     SECTION 1.01. DEFINITIONS. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

     (a) AGREEMENT. "Agreement" means this Limited Partnership Agreement as it
may from time to time be amended.

     (b) CAPITAL ACCOUNT. "Capital Account" means those separate capital
accounts which are maintained for each Partner as defined in Section 3.02.

     (c) CAPITAL CONTRIBUTION. "Capital Contribution" means the total amount of
money paid to the Partnership by each Partner as set forth on the signature page
hereof or counterpart thereof and reflected on Exhibit A hereto.

     (d) CERTIFICATE OF LIMITED PARTNERSHIP. The "Certificate of Limited
Partnership" means the certificate of limited partnership for the Partnership
and all amendments thereto required under the laws of the Commonwealth of
Massachusetts to be signed and sworn to by the Partners of the Partnership and
filed for recording in the appropriate public offices within the Commonwealth of
Massachusetts to perfect or maintain the Partnership as a limited partnership
under the laws of the Commonwealth of Massachusetts and/or to effect the
admission, withdrawal or substitution of any Partner of the Partnership.

     (e) CODE. "Code" means the Internal Revenue Code of 1986, as amended.

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     (f) GENERAL PARTNER. "General Partner" means Tucker Anthony Holding
Corporation, a Massachusetts corporation, or any person substituted for or who
succeeds Tucker Anthony Holding Corporation as such general partner pursuant to
the terms of this Agreement.

     (g) LIMITED PARTNER. "Limited Partner" means any person who is or shall
become a Limited Partner of the Partnership.

     (h) PARTNER. "Partner" means the General Partner or any Limited Partner.

     (i) PARTNERSHIP. "Partnership" means TACS III Incentive Plan Limited
Partnership, a Massachusetts limited partnership.

     (j) SECURITIES. "Securities" means securities of every kind or description.

     (k) TAH. "TAH" means Tucker Anthony Holding Corporation, a Massachusetts
corporation. The subsidiaries of TAH shall include all corporations and
partnerships over which TAH or any of its subsidiaries have Voting Control.

     (1) ULPA. "ULPA" means the Massachusetts Uniform Limited Partnership Act,
as amended from time to time.

     (m) VOTING CONTROL. "Voting Control" means the right to vote 50% or more of
the securities having the right to elect the directors of a corporation or the
right to designate a majority of the general partners of a partnership.

     SECTION 1.02. PARTNERSHIP NAME. The Partnership shall do business under the
name and style of "TACS III Incentive Plan Limited Partnership," or such other
name as the General Partner may designate.

     SECTION 1.03. FISCAL YEAR. The fiscal year of the Partnership shall be the
calendar year, or such other fiscal year as the General Partner shall designate.

     SECTION 1.04. NATURE AND LIABILITY OF PARTNERS. The General Partner shall
have such liability for the repayment, satisfaction and discharge of the debts,
liabilities and obligations of the Partnership as is provided by the ULPA for a
general partner of a limited partnership. The Limited Partners who execute this
Agreement or are otherwise admitted as Limited Partners shall be liable to the
Partnership for the repayment, satisfaction and discharge of its debts,
liabilities and obligations only (i) to the extent of their respective Capital
Contributions and (ii) to the extent provided in Section 38 of the ULPA.



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     The Partners hereby agree among themselves to share in accordance with the
terms of this Agreement all losses, liabilities or expenses suffered or incurred
by virtue of the operation of the Partnership, provided that Limited Partners
shall share such losses, liabilities, and expenses only up to the limit of their
respective Capital Contributions. The General Partner agrees to assume and be
liable for all such losses, liabilities and expenses not covered by the
aggregate Capital Contributions of the Partners.

     SECTION 1.05. PURPOSES OF PARTNERSHIP. The purposes of the Partnership are
to make investments in investment partnerships or companies formed for the
purpose of investing in the Securities of publicly and privately held
businesses, in order to provide incentives to registered representatives of
subsidiaries of TAH who are given the opportunity to participate as Limited
Partners in the Partnership. Limited Partnership interests shall be allocated
initially by TAH based on the contributions of such managers to the business of
TAH and its subsidiaries and shall be subject to future vesting, redemption and
other provisions hereof which relate to the continued service of such managers.

     SECTION 1.06. POWERS OF PARTNERSHIP. In furtherance of the purposes of the
Partnership set forth in Section 1.05, the Partnership shall have the following
powers:

          (a) To purchase or otherwise acquire, hold, and sell or otherwise
     dispose of Securities, without regard to whether such Securities are
     publicly traded, readily marketable, or otherwise restricted as to transfer
     or resale;

          (b) Subject to the limitations set forth in paragraph 2.04(c), to
     possess, transfer, mortgage, pledge or otherwise deal in, and to exercise
     all rights, powers, privileges and other incidents of ownership or
     possession with respect to, Securities held or owned by the Partnership,
     and to carry Securities in the name of a nominee or. nominees;

          (c) Subject to the limitations set forth in paragraph 2.04(c), to
     borrow or raise moneys, and to guarantee the obligations of others and to
     sell, pledge or otherwise dispose of bonds or other obligations of the
     Partnership for its purposes;



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          (d) To have and maintain an office within the Commonwealth of
     Massachusetts and in connection therewith to rent or acquire office space,
     engage personnel and do such other acts and things as may be necessary or
     advisable in connection with the maintenance of such office, and on behalf
     of and in the name of the Partnership to pay and incur reasonable expenses
     and obligations for legal, accounting, consultative and custodial services,
     and all other reasonable costs and expenses incident to the operation of
     the Partnership;

          (e) To form and own one or more corporations, trusts or limited
     partnerships, provided that no entity so formed may do directly or
     indirectly what the Partnership is prohibited by this Agreement from doing;
     and

          (f) To enter into, make and perform all such contracts, agreements and
     other undertakings as may be necessary or advisable or incident to the
     carrying out of the foregoing objects and purposes.

     SECTION 1.07. GENERAL PARTNER AS LIMITED PARTNER. The General Partner may
also be a Limited Partner, and in such event its rights, powers, restrictions
and liabilities as a General Partner shall remain unaffected, and in addition,
it shall, in respect of its interest as a Limited Partner, have all of the
rights and powers and be subject to all of the restrictions and liabilities of a
Limited Partner.

                                   ARTICLE II

                           MANAGEMENT OF PARTNERSHIP

     SECTION 2.01. GENERAL. The management, operation and policy determinations
of the Partnership shall be, and hereby are, vested in the General Partner who
shall manage the Partnership's affairs. Except as otherwise expressly provided
herein, the General Partner shall have the power to exercise the powers, rights
and authority granted to the General Partner hereunder on behalf and in the name
of the Partnership.

     SECTION 2.02. SERVICES OF GENERAL PARTNER. The General Partner shall (i)
provide investment advice to the Partnership and shall bear the cost of securing
information with respect to prospective investments, (ii) maintain the books and
records of the Partnership, (iii) provide routine bookkeeping and recordkeeping
services and custody of Partnership securities, and (iv) provide office space,
office and executive staff, and office supplies and equipment for the use of the
Partnership. The General Partner shall be required to devote only such time as
is necessary to perform such services and to supervise the


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activities of the Partnership, and directly or through its parent or
subsidiaries it may engage or invest in other businesses and activities of every
nature, including those competitive with the activities of the Partnership,
without the Partnership or any Partner having any right by virtue of this
Agreement to an interest in such other businesses or activities or any profits
thereof.

     SECTION 2.03. COMPENSATION OF GENERAL PARTNER.

          (a) NO MANAGEMENT FEE. The General Partner shall not receive any fees
     or compensation from the Partnership for its services to the Partnership.

          (b) EXPENSES. The General Partner shall be reimbursed from the
     Partnership for all reasonable expenditures made on behalf of the
     Partnership or incurred incident to the operation of the Partnership,
     including, without limitation, all legal, consulting and audit expenses
     incurred in the organization of the Partnership, preparing any amendment to
     the Partnership Agreement, and performing any other legal and audit
     services for the Partnership, interest expenses, and brokerage fees,
     commissions and discounts incurred in connection with the purchase or sale
     of Securities, and other out-of-pocket expenses incurred in connection with
     the making and monitoring of the Partnership investments and the
     administration of the Partnership.

     SECTION 2.04. RESTRICTIONS. Partners shall be restricted in their
activities as follows:

          (a) NO SERVICES BY LIMITED PARTNERS. The Limited Partners shall not
     participate in the management of the Partnership and shall not hold
     themselves out as General Partners or take any action on behalf of the
     Partnership or in any way commit the Partnership to any agreement or
     contract and shall have no right or authority to do any of the foregoing.

          (b) PARTNERSHIP CREDIT. No Partner shall lend or use the funds or
     credit of the Partnership or employ the Partnership's name for any purpose
     whatsoever, except that the General Partner may do so for the purposes of
     the Partnership or as permitted by paragraph (c) of this Section.

          (c) LIMITATION ON BORROWING AND PLEDGING.

               (i) If in the reasonable judgment of the General Partner it is
          desirable to do so to accomplish the purposes of the Partnership, the
          Partnership may borrow money from banks or other recognized financial



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          institutions and secure payment of any such borrowing by hypothecation
          or pledge of Partnership properties or otherwise provided that (A) any
          such borrowing has an original maturity of less than one year and (B)
          the aggregate of all indebtedness of the Partnership for money
          borrowed outstanding at any one time does not exceed 5% of the sum of
          the Capital Contributions of all Partners.

               (ii) The Partnership may guarantee the obligations of others
          provided that the amount guaranteed, together with any amount
          borrowed, shall at no time exceed the limitation set forth in clause
          (i)(B) above.

               (iii) Notwithstanding the foregoing, the Partnership may borrow
          funds from TAH or its successors or assume obligations of Limited
          Partners to TAH or its successors under the terms which the General
          Partner deems appropriate in connection with the redemption or
          withdrawal under Article IV of the interests of Limited Partners who
          have outstanding obligations to TAH under paragraph 3.01(b).

          (d) ADDITIONAL RESTRICTIONS. The Partnership shall not make short
     sales of Securities not owned by the Partnership.

     SECTION 2.05. RELIANCE BY THIRD PARTIES. Notwithstanding any other
provision of this Article II, any third party dealing with the Partnership may
rely conclusively upon the authority, power and right of the General Partner
acting under this Agreement. This Section shall not be deemed to limit the
liabilities and obligations of the General Partner as set forth in this
Agreement.

     SECTION 2.06. PARTNER'S TRANSACTIONS. Nothing in this Agreement shall be
construed to prohibit any Partner from buying or selling securities for its own
account, including securities of the same issuers as those held by the
Partnership.

     SECTION 2.07. EXCULPATION OF LIABILITY. The General Partner and its
Affiliates (as defined in Section 2.08) shall have no liability to the
Partnership or to any Partner for any loss suffered by the Partnership which
arises out of any action or inaction of the General Partner or its Affiliates if
the General Partner or its Affiliates, in good faith, determined that such
course of conduct was in the best interests of the Partnership and such course
of conduct did not constitute negligence or misconduct of the General Partner or
its Affiliates.


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     SECTION 2.08. INDEMNIFICATION. The General Partner and its Affiliates shall
be indemnified by the Partnership against any losses, judgments, liabilities,
expenses and amounts paid in settlement of any claims sustained by them in
connection with the Partnership, provided that the same were not the result of
negligence or misconduct on the part of the General Partner or its Affiliates.

     Notwithstanding the above, the General Partner and its Affiliates shall not
be indemnified by the Partnership for any losses, liabilities or expenses
arising from or out of an alleged violation of federal or state securities laws
unless (1) there has been a successful adjudication on the merits of each count
involving alleged securities law violations; or (2) such claims have been
dismissed with prejudice On the merits by a court of competent jurisdiction or
(3) with respect to a settlement of claims against a particular indemnitee, a
court of competent jurisdiction approves such settlement and finds that
indemnification of the settlement and related costs should be made.

     The Partnership shall not incur the cost of the portion of any insurance
which insures any party against any liability as to which such party is herein
prohibited from being indemnified.

     For the purposes of Sections 2.07 and 2.08, the term "Affiliates" shall
mean any person performing services on behalf of the Partnership who: (1)
directly or indirectly controls, is controlled by, or is under common control
with the General Partner; or (2) owns or controls 10% or more of the outstanding
voting securities of the General Partner; or (3) is an officer, director,
employee or agent of the General Partner.

     The right of indemnification hereby provided shall not be exclusive of or
affect any other rights to which the General Partner or any Affiliate may be
entitled. Nothing contained in this Section 2.08 shall limit any lawful rights
to indemnification existing independently of this Section.

     The right of indemnification provided by this Section 2.08 shall not be
construed to increase the liability of Limited Partners as set forth in Section
1.04.

                                   ARTICLE III

                  CAPITAL ACCOUNTS; ALLOCATIONS; DISTRIBUTIONS

     SECTION 3.01. CAPITAL CONTRIBUTIONS.

          (a) CONTRIBUTIONS. On or prior to the date of his becoming a Limited
     Partner of the Partnership, each Limited



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     Partner shall make the Capital Contribution in cash as set forth next to
     his name on Exhibit A. The Capital Contribution of the General Partner
     shall at all times be not less than one percent (1%) of the aggregate of
     all Capital Contributions of the Partners and the General Partner shall
     make any additional Capital Contributions required to maintain such Capital
     Contribution of not less than one percent (1%). The aggregate of all
     Capital Contributions shall be, and hereby is agreed to be, available to
     the Partnership to carry out the purposes and objects of the Partnership.

          (b) BORROWING. Limited Partners may be given the opportunity prior to
     the due date of any Capital Contribution, to borrow all or any part of such
     contribution from TAH upon such terms as may be offered by TAH. Such terms
     may include, without limitation, the following:

               (i) The principal of the loan may accelerate and be payable
          earlier than the date due (i) to the extent of any distributions
          payable to a borrower as a Limited Partner under Section 3.05(a)(i),
          (ii) upon the termination of the employment of the borrower by TAH and
          its subsidiaries, other than a termination occasioned by the death or
          disability of the borrower, or (iii) upon the termination of the
          borrower's interest in the Partnership.

               (ii) The General Partner may have the right to offset loan
          obligations due TAH against distributions or other payments due the
          borrower as a Limited Partner hereunder and to cause the payment of
          such loans to the extent of such distributions or payments.

          (c) VESTING. Notwithstanding the foregoing, the interest of each
     individual Limited Partner shall be subject to a vesting requirement that
     the Limited Partner remain in the employment of subsidiaries of TAH for a
     consecutive period of three (3) years after the date of such Limited
     Partner's admission to the Partnership. This vesting requirement may be
     waived in whole or in part by the General Partner in its discretion and
     shall be waived in the event of termination of employment due to normal
     retirement under the employer's policies, death or disability. Upon
     termination of such employment of an individual Limited Partner for any
     reason within three (3) years from the date of his admission to this
     Partnership, unless the General Partner otherwise determines in its
     discretion:


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               (i) The remaining principal and accrued interest on any loans
          owed by the Limited Partner under subparagraph (b) hereof shall be
          immediately due and payable;

               (ii) The right of the Limited Partner to any distributions of
          assets of the Partnership under Section 3.05 shall terminate; and

               (iii) The Limited Partner shall be required to withdraw from the
          Partnership in accordance with Section 4.03 and his interest shall be
          liquidated under Section 4.04 or purchased by the General Partner on
          equivalent terms for retransfer to one or more substituted Limited
          Partners under Section 5.02 and the proceeds of such liquidation or
          purchase shall be applied to payment of the remaining principal and
          accrued interest of any loans owed by the Limited Partner under
          subparagraph (b) hereof before any payment or distribution thereof is
          made to the Limited Partner.

     SECTION 3.02. CAPITAL ACCOUNTS. A separate capital account (each, a
"CAPITAL ACCOUNT") shall be established for each Partner initially as of July 1,
1989 and shall be maintained in accordance with the rules of Treasury
Regulations Section 1.704-1(b)(2)(iv), and this Section 3.02 shall be
interpreted and applied in a manner consistent therewith. Whenever the
Partnership would be permitted to adjust the Capital Accounts of the Partners
pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f) the Partnership
shall so adjust the Capital Accounts of the Partners. In any event,* the
Partnership shall adjust the Capital Accounts of the Partners annually, and upon
the admission of a new Partner or the withdrawal of an existing Partner, to
reflect revaluations of Partnership property in accordance with Article VIII. *
Whenever the Capital Accounts of the Partners are adjusted pursuant to Treasury
Regulations Section 1.704-1(b)(2)(iv)(f) to reflect revaluations of Partnership
property, (i) the Capital Accounts of the Partners shall be adjusted in
accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g) for
allocations of depreciation, depletion, amortization and gain or loss, as
computed for book purposes in accordance with Article VIII, with respect to such
property, and (ii) the Partners' distributive shares of depreciation, depletion,
amortization and gain or loss, as computed for tax purposes, with respect to
such property shall be determined so as to take account of the variation between
the adjusted federal income tax basis and book value of suck property in the
same manner as under Code Section 704(c).



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     SECTION 3.03. DEFICIT CAPITAL ACCOUNTS. If upon the liquidation of the
General Partner's interest in the Partnership the General Partner has a deficit
balance in its Capital Account, the General Partner shall contribute to the
Partnership an amount equal to such deficit balance. Any such contribution shall
be made by the General Partner. no later than the end of the taxable year of the
Partnership during which such liquidation occurs (or, if later, within ninety
(90) days after such liquidation). This Section 3.03 is intended to comply with
the requirements of Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(3) and
shall be interpreted and applied in a manner consistent therewith.

     SECTION 3.04. ALLOCATIONS.

          (a) BOOK ITEMS. Items of income, gain, deduction and loss, as computed
     for book purposes (including any such items resulting from any revaluation
     of property under Section 3.02), for any fiscal year or portion thereof
     shall be allocated among the Partners pro rata in proportion to the Capital
     Account balances of the Partners.

          (b) TAX ITEMS. Items of income, gain, deduction and loss, as computed
     for federal income tax purposes, shall be allocated in the same manner as
     under Code Section 704(c).

          (c) ALLOCATIONS ON WITHDRAWAL. If a Limited Partner's interest in the
     Partnership is liquidated by the Partnership pursuant to Section 4.04 and
     the Limited Partner receives less than the amount of the balance in his
     Capital Account, then the excess of (i) the balance in his Capital Account
     over (ii) the amount distributed by the Partnership shall be allocated
     among all the remaining Partners in proportion to their Capital Account
     balances. This provision shall be applied so as to maintain equality
     between the Capital Accounts of the Partners and the amount of Partnership
     capital reflected on the Partnership's balance sheet, as computed for book
     purposes, in accordance with Treasury Regulations Section
     1.704-1(b)(2)(iv)(g). Further, notwithstanding sections 3.02 and 9.01(b),
     if a Limited Partner's interest is purchased by the General Partner
     pursuant to Section 3.01(c)(iii) and the purchase price is less than the
     balance of the Capital Account of the Limited Partner, then (i) the excess
     of (x) the balance in the Limited Partner's Capital Account over (y) the
     amount paid by the General Partner shall be allocated among all the
     remaining Partners in proportion to their Capital Account balances and (ii)
     the General Partner (and any assignee of the General Partner) shall have a
     Capital Account balance with respect to the purchased interest in the
     Partnership equal to the purchase price paid by the General Partner.



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          (d) QUALIFIED INCOME OFFSET. No allocation shall be made pursuant to
     Section 3.04(a) to the extent that it shall cause or increase a deficit
     balance in any Limited Partner's Capital Account (in excess of such
     Partner's obligation, if any, to restore a deficit in his Capital Account)
     as of the end of the Partnership taxable year to which such allocation
     relates. In making the foregoing determination, a Limited Partner's Capital
     Account shall be reduced by the amounts described in Treasury Regulations
     Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6). Any Limited Partner who
     unexpectedly receives an adjustment, allocation or distribution described
     in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall
     be allocated items of income and gain in an amount and manner sufficient to
     eliminate, to the extent required by the Treasury Regulations, such deficit
     balance as quickly as possible. This Section 3.04(d) is intended to comply
     with the alternate test for economic effect set forth in Treasury
     Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted and
     applied in a manner consistent therewith.

          (e) GENERAL PARTNER,NONRECOURSE DEBT. If a Partner makes a nonrecourse
     loan to the Partnership which is "partner nonrecourse debt" within the
     meaning of Temporary Treasury Regulations Section 1.704-1T(b)(4)(iv)(h),
     then any item of Partnership loss, deduction or Code Section 705(a)(2)(B)
     expenditure that is attributable to such debt shall be allocated to such
     Partner and appropriate items of income and gain shall be "charged back" to
     such Partner. This Section 3.04(e) is intended to comply with Temporary
     Treasury Regulations Section 1.704-1T(b)(4)(iv)(h) and shall be interpreted
     and applied in a manner consistent therewith.

          (f) CURATIVE ALLOCATIONS. The allocations set forth in Sections
     3.04(d) and 3.04(e) (the "Regulatory Allocations") are intended to comply
     with the requirements of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)
     and Temporary Treasury Regulations Section 1.704-1T(b)(4)(iv)(h),
     respectively. Notwithstanding any other provisions of this Section 3.0
     (other than the Regulatory Allocations), the Regulatory Allocations shall
     be taken into account in allocating other items of income, gain, deduction
     and loss among the Partners, pursuant to Sections 3.04(a) and 3.04(c), so
     that, to the extent possible, the net amount of such allocations of other
     items and the Regulatory Allocation to each Partner shall be equal to the
     net amount that would have been allocated to each such Partner if the
     Regulatory Allocations had not occurred.


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     SECTION 3.05. DISTRIBUTIONS TO PARTNERS.

          (a) DISTRIBUTIONS TO PARTNERS.

               (i) It shall be within the sole discretion of the General Partner
          as to whether, when and in what amount a distribution of cash or other
          assets of the Partnership shall be made. Such distributions (other
          than a distribution made in connection with the withdrawal of a
          Partner under Article IV) shall be made to all of the Partners in the
          ratio that their respective Capital Accounts bear to one another at
          the time of the distribution.

               (ii) The General Partner may, but shall not be required to, make
          annual distributions to each Partner in an amount which the General
          Partner estimates is sufficient to pay federal and state income taxes
          attributable to allocations under Section 3.04(b). Notwithstanding
          Section 3.05(a)(i), any distributions made pursuant to this Section
          3.05(a)(ii) shall be made to the Partners in proportion to the excess
          of cumulative income and gain over cumulative deductions and losses
          allocated to each of the Partners pursuant to Section 3.04(b).

          (b) APPLICATION OF DISTRIBUTIONS. To the extent that there is any
     amount due from a Limited Partner to TAH under a loan made pursuant to
     paragraph 3.01(b), each distribution to a Limited Partner (except a
     distribution under subsection(a)(ii) hereof) shall be applied in payment of
     such obligation of such Partner.

          (c) REPAYMENT OF DISTRIBUTIONS. Partners shall be required to repay
     Partnership distributions to the extent provided in the ULPA.

     SECTION 3.06. NO INTEREST ON CAPITAL. No Partner shall be entitled to
receive interest from the Partnership on his Capital Account.

                                   ARTICLE IV

                         WITHDRAWAL OF LIMITED PARTNER

     SECTION 4.01. WITHDRAWAL OF LIMITED PARTNER. Except as otherwise provided
in Section 4.03 hereof, no Limited Partner shall be permitted to withdraw from
the Partnership until his interest in the Partnership is vested under paragraph
3.01(c) and then only with the approval of the General Partner, which approval
may be withheld if the General Partner does not


                                       12

<PAGE>   17


believe that such withdrawal is in the best interests of the other Limited
Partners, whether because of the cash position of the Partnership, the
undesirability of liquidating any of the investments of the Partnership, or
otherwise. The following provisions shall govern with respect to any withdrawals
approved by the General Partner:

          (a) No such withdrawal shall be made except as of the last day of a
     fiscal year of the Partnership;

          (b) Partial withdrawals shall not be permitted and a Partner desiring
     to withdraw must withdraw his entire interest in the Partnership;

          (c) The Partner desiring to withdraw must notify the General Partner
     in writing at least sixty (60) days prior to the close of the fiscal year
     in which he wishes to effect his withdrawal; and

          (d) The General Partner may, if necessary to accommodate a request for
     withdrawal by a Limited Partner, attempt to obtain a purchaser of the whole
     or a part of such Limited Partner's interest.

     SECTION 4.02. LEGAL REPRESENTATIVES. In the event any Limited Partner shall
die or shall be declared incompetent or insane or shall be adjudicated a
bankrupt, the legal representative of such Limited Partner shall upon written
notice to the General Partner of the happening of any of such events become an
assignee of such Limited Partner's interest subject to all of the terms of this
Agreement as then in effect. Such legal representative may not withdraw from the
Partnership except in accordance with Section 4.01. If the General Partner does
not approve withdrawal of the interest of such legal representative, the General
Partner will use its best efforts, without legal obligation, to find another
person, suitable to the General Partner, willing to assume the Partnership
interest of such legal representative.

     SECTION 4.03. MANDATORY WITHDRAWAL. Unless the General Partner otherwise
determines, an individual Limited Partner shall be required to withdraw from the
Partnership upon the termination of his employment by TAH or its subsidiaries
prior to the vesting of his interest under paragraph 3.01(c), except for a
termination by reason of normal retirement under the employer's policies, death
or disability, and his Partnership interest shall be liquidated under Section
4.04 or purchased by the General Partner for retransfer to substituted Limited
Partners under Section 3.01(c)(iii).

     SECTION 4.04. LIQUIDATING SHARE. In the event any Limited Partner shall
withdraw or be required to withdraw in accordance



                                       13
<PAGE>   18


with the provisions of this Article IV, there shall be paid to such Limited
Partner or his legal representative within 60 days after the last day of the
fiscal year of the Partnership which constitutes the effective date of
withdrawal, an amount equal to such Partner's positive Capital Account balance
as of the effective date of withdrawal; provided, however, that in the event of
a mandatory withdrawal under Section 4.03, such Partner shall be paid an amount
equal to the lesser of (i) his Capital Contribution(s) less distributions paid
to him prior to the withdrawal date, other than distributions paid under Section
3.05(a)(ii), or (ii) his positive Capital Account balance.

     SECTION 4.05. CESSATION OF PARTICIPATION. From and after the effective date
of withdrawal of a Partner from the Partnership under this Article IV, no
interest shall be payable on such Partner's interest in the Partnership to the
date of payout.

                                   ARTICLE V

                       TRANSFER OF PARTNERSHIP INTERESTS

     SECTION 5.01. ASSIGNABILITY OF INTERESTS.

          (a) Subject to the provisions of Section 4.02 hereof, the interest of
     a Limited Partner shall not be assignable without the prior written consent
     of the General Partner. No assignment shall be binding upon the Partnership
     until the General Partner receives an executed copy of such assignment in
     form and substance satisfactory to the General Partner. The assignee of
     such interest may become a substituted Limited Partner only upon the terms
     and conditions of Sections 5.02 and 9.01.

          (b) The interest of the General Partner shall not be assignable;
     PROVIDED, HOWEVER, that in no event shall the interest of the General
     Partner be reduced below a 1% interest in the Capital Accounts of the
     Partners and that such interest may be assigned to a successor to all or
     substantially all of the business of the General Partner the Voting
     Control of which is held by those persons then holding Voting Control of
     the General Partner upon (i) the execution by the General Partner of a
     written assignment, the execution by the successor of this Agreement, and
     the written assumption by the successor of the obligations of the General
     Partner hereunder; and (ii) the receipt by the Partnership of an opinion of
     counsel that such assignment and assumption will not result in the
     Partnership being classified as an association for Federal income tax
     purposes. In the event of such assignment, the successor shall become the
     General Partner hereunder, and the



                                       14
<PAGE>   19


     predecessor and successor General Partner shall cause the execution of any
     necessary papers including, without limitation, an amendment to the
     Certificate of Limited Partnership to record the substitution of the
     successor as General Partner.

     SECTION 5.02. SUBSTITUTED LIMITED PARTNERS. No Limited Partner shall have
the right to substitute an assignee as a Limited Partner in his place. The
General Partner shall have the right, in its discretion, to admit as a
substituted Limited Partner any person, firm or corporation acquiring a
partnership interest by assignment from another Limited Partner or from the
General Partner. The admission of an assignee as a substituted Limited Partner
shall be conditioned upon the assignee's written assumption of all obligations
of the assigning Limited Partner and execution of this Agreement as a Limited
Partner. Upon acceptance of a substituted Limited Partner, the General Partner
shall forthwith amend the Certificate of Limited Partnership and any other
necessary papers to show the substitution of such assignee in place of the
assigning Limited Partner. The General Partner's failure or refusal to admit an
assignee as a substituted Limited Partner shall not affect the right of such
assignee to receive the share of profits or other distribution or compensation
to which its assignor would otherwise be entitled.

     SECTION 5.03. OBLIGATIONS OF ASSIGNEE. Any assignee, irrespective of
whether such assignee has accepted and adopted in writing the terms and
provisions of this Agreement, shall be deemed by the acceptance of such
assignment to have agreed to be subject to the terms and provisions of this
Agreement in the same manner as its assignor.

                                   ARTICLE VI

                    DURATION AND TERMINATION OF PARTNERSHIP

     SECTION 6.01. DURATION. Except as provided in Section 6.03, the Partnership
shall continue for a period of twenty (20) years from and after the date hereof,
provided, however, that with the written consent of the General Partner and
Limited Partners representing at least sixty-six and two-thirds percent
(66 2/3%) of the combined Capital Accounts of all the Limited Partners, the
Partnership may be terminated at any time after its first full fiscal year.

     SECTION 6.02. WITHDRAWAL OF LIMITED PARTNER. If any Limited Partner shall
withdraw, die, be declared incompetent or insane, or be adjudicated a bankrupt,
such event shall not cause the dissolution or termination of the Partnership,
and the Partnership shall continue until terminated pursuant to Section 6.01 or
Section 6.03.


                                       15
<PAGE>   20


     SECTION 6.03. WITHDRAWAL OF GENERAL PARTNER.

          (a) The General Partner may withdraw at any time after December 31,
     1994 by giving 90 days prior written notice to the other Partners. If
     Limited Partners whose Capital Accounts constitute in excess of 66 2/3% of
     all Capital Accounts consent in writing executed within such 90-day period
     to the continuation of the Partnership and elect a new General Partner, the
     Partnership shall not terminate but shall continue in existence as though
     no such withdrawal or filing had occurred, except that the new General
     Partner shall be substituted for the former General Partner. Any Limited
     Partner who does not consent to such continuation shall have the right to
     withdraw by giving notice within 90 days after having been notified of the
     continuation of the Partnership and shall be paid in the manner set forth
     in Section 4.04.

          (b) In the event that the Limited Partners shall have determined to
     continue the Partnership, the former General Partner (or its
     representative, successors or assigns) shall become a Limited Partner of
     the Partnership upon the effective date of such continuation to the extent
     of its then interest in the Partnership as a General Partner. Thereafter,
     except as otherwise provided below, such former General Partner (or its
     representative) shall be treated as a Limited Partner for all purposes of
     this Agreement, shall have all of the rights and obligations of a Limited
     Partner hereunder, including the right to receive allocations and
     distributions on the same basis as all other Limited Partners, and shall
     not be entitled to receive any further allocations or distributions to
     which the General Partner is entitled hereunder. Upon becoming a Limited
     Partner, such former General Partner's Capital Account and Capital
     Commitment shall initially be the same as they were on the effective date
     of such continuation. Once the General Partner ceases to be such for
     whatever reason and becomes a Limited Partner hereunder, such former
     General Partner will no longer be personally liable with respect to
     Partnership liabilities arising out of events and transactions occurring
     after his termination as General Partner (i.e., his Capital Account will be
     debited for his share, if any, as Limited Partner of the losses and
     expenses arising out of such liabilities but he will not be required to
     make additional contributions to the Partnership to satisfy such
     liabilities). However, a former General Partner will remain personally
     liable for all Partnership liabilities arising out of events and
     transactions occurring prior to his termination as General Partner (i.e.,
     his Capital Account will be debited for his share of losses and expenses
     arising out of such liabilities and he will be required to make additional
     contributions to the



                                       16
<PAGE>   21


     Partnership to the extent of a deficit in his Capital Account due to such
     liabilities arising out of events and transactions occurring prior to his
     termination).

     SECTION 6.04. LIQUIDATION. Upon the termination of the Partnership the
General Partner, or if there be no General Partner, then a person selected by
Limited Partners representing in excess of fifty percent (50%) of the combined
Capital Accounts of all Limited Partners, shall act as the liquidator (or
liquidators) of the Partnership with full power and authority to:

          (a) sell, at such prices and upon such terms as the liquidator in its
     sole discretion may deem appropriate, any or all of the Securities,
     properties and assets of the Partnership, provided that such sales shall
     only be made for cash and, when possible, consummated within ninety (90)
     days after the date of termination; and provided further that the
     liquidator shall not deal directly or indirectly with the Partnership for
     its own account without the approval in writing of all of the Limited
     Partners; and

          (b) within ninety (90) days after the date of termination or as soon
     thereafter as possible, effect distribution of the properties and assets of
     the Partnership in cash or in kind in the manner set forth in Section 6.05.

     SECTION 6.05. DISTRIBUTION UPON TERMINATION. Upon liquidation of the
Partnership, the assets of the Partnership remaining after the payment, or
reasonable provision therefor, of all Partnership liabilities (and the
establishment of reasonable reserves for contingent liabilities) shall be
distributed to the Partners in proportion to and to the extent of the positive
balances of their respective Capital Accounts. This Section 6.05 is intended to
comply with the requirements of Treasury Regulations Section
1.704-1(b)(2)(ii)(b)(2) and shall be interpreted and applied in a manner
consistent therewith.

                                  ARTICLE VII

                              REPORTS TO PARTNERS

     SECTION 7.01. FINANCIAL RECORDS. The General Partner shall keep books of
account in which shall be entered fully and accurately the transactions of the
Partnership and financial records appropriate to the business of the Partnership


                                       17
<PAGE>   22


     SECTION 7.02. ANNUAL REPORTS. Within ninety (90) days after the end of each
fiscal year and upon liquidation of the Partnership, the General Partner shall
prepare and mail to each Partner and to each former Partner who withdrew during
the applicable fiscal year or its legal representative, a report stating in
sufficient detail such transactions effected by the Partnership during such
fiscal year as shall enable such Partner or former Partner or the legal
representative of such former Partner to prepare its respective income tax
returns, including:

          (a) such Partner's Capital Account balance as of the close of such
     fiscal year;

          (b) the sum of the Capital Account balances as of such date of all the
     Partners;

          (c) statement of assets and liabilities of the Partnership;

          (d) profit and loss statement;

          (e) statement of holdings of Securities of the Partnership;

          (f) a description of the nature of each of the Partnership's
     investments, the cost thereof and the valuation thereof established
     pursuant to Article VIII; and

          (g) such other financial information and documents as the General
     Partner deems appropriate, as a Limited Partner may reasonably request, or
     as is required by this Agreement and any amendments hereto.

     SECTION 7.03. INSPECTION. A Limited Partner shall have the right at
reasonable times to inspect the books and records of the Partnership and to
discuss its affairs with the agents of the General Partner.

     SECTION 7.04. TAX RETURNS. The General Partner will file all Federal,
state or other income tax returns required of the Partnership and will supply to
each Limited Partner such Partner's Form K-1 submitted with the Partner's
Federal tax return. Upon the request of any Partner, subject to the approval of
the General Partner, the Partnership shall elect, pursuant to Code Section 754,
to adjust the basis of Partnership property as permitted and provided in Code
Sections 734 and 743.


                                       18
<PAGE>   23


                                  ARTICLE VIII

                                   VALUATION

     SECTION 8.01. VALUATION OF PARTNERSHIP NET WORTH. In determining the net
worth of the Partnership, the value of any Partnership asset, the Capital
Accounts of the Partners, the value of any distribution, or in determining value
for any other purpose under this Agreement, the provisions of this Article VIII
shall apply.

     SECTION 8.02. VALUATION DATE. Valuation shall be determined by the General
Partner as of the close of business on the Market Day preceding the last day of
each fiscal year of the Partnership or as of the close of business on the date
with respect to which valuation is to be taken, or if such day is not a Market
Day, then on the Market Day next preceding such date, as the case may be. A
Market Day shall be a day on which the New York Stock Exchange is open for
regular trading. If a valuation is taken other than in connection with the
annual reports described in Section 7.02, the General Partner shall give notice
of such valuation to the Limited Partners promptly after it is determined.

     SECTION 8.03. VALUING SECURITIES AND OTHER ASSETS. The following provisions
shall apply in valuing the assets of the Partnership:

          (a) Listed Securities which are not restricted as to saleability or
     transferability shall be valued at the closing price as of the Valuation
     Date. If any listed Security was not traded on such date, then the mean of
     the closing high bid and low asked prices as of the close of business on
     such date shall be used.

          (b) Unlisted securities which are readily marketable shall be valued
     at the mean of the closing bid and asked prices as of the Valuation Date.

          (c) Securities, whether listed or unlisted, for which market
     quotations are available, but which are restricted as to saleability or
     transferability, shall be valued as provided in (a) and (b) above, less a
     discount of from ten percent (10%) to twenty-five percent (25%) of the
     value thereof as determined in good faith by the General Partner. In
     determining the amount of such discount the General Partner shall give
     consideration to the nature and length of such restriction and the relative
     volatility of the market price of such Security.

          (d) Securities for which market quotations are not readily available
     and all other assets of the Partnership



                                       19
<PAGE>   24


     shall be valued at a fair value as determined in good faith by the General
     Partner.

          (e) Interests in other partnerships shall be valued by each
     partnership at the times and upon the terms provided in its partnership
     agreement unless the General Partner of this Partnership otherwise
     determines.

          (f) Liabilities shall include, in addition to those recorded on the
     books of the Partnership, such other accrued or contingent liabilities as
     shall be determined in accordance with generally accepted accounting
     principles.

          (g) In determining the value of the interest of any Partner in the
     Partnership, neither the goodwill nor the right to use the firm name or
     trade name of the Partnership shall be considered as an asset of the
     Partnership.

                                   ARTICLE IX

                                 MISCELLANEOUS

     SECTION 9.01. ADMISSION OF LIMITED PARTNERS. Except as provided in this
Section, no new Limited Partner shall be admitted to the Partnership and no
additional contribution of capital by a Limited Partner to the Partnership shall
be accepted.

          (a) ADDITIONAL LIMITED PARTNERS. Additional Limited Partners may be
     admitted in the discretion of the General Partner as of the first day of
     July or the first day of January of any year and the interest of such
     additional Limited Partner in the Partnership shall be established by
     creating a Capital Account for such additional Limited Partner as of that
     day in an amount equal to the contribution made by such additional Limited
     Partner to the Partnership.

          (b) SUBSTITUTED LIMITED PARTNERS. Substituted Limited Partners may
     also be admitted in the discretion of the General Partner by assignment or
     transfer of the interest of a Limited Partner or the General Partner in
     accordance with Article V or Sections 3.01(c)(iii), 4.01(d) or 4.02, in
     which case the substituted Limited Partner will take over the Capital
     Account of his assignor or transferor.

          (c) PROCEDURE. The admission of a new Limited Partner, whether an
     additional Limited Partner or a substituted Limited Partner, shall be
     accomplished in accordance with the following procedures: Each Limited
     Partner so admitted shall (i) sign a counterpart copy of



                                       20

<PAGE>   25


     this Agreement, which shall be accepted by its execution by the General
     Partner, as well as any other documents required by the General Partner,
     and (ii) make payment of his Capital Commitment, or purchase price in the
     case of a substituted Limited Partner, as determined by the General
     Partner, and (iii) an amendment to the Partnership's Certificate of Limited
     Partnership shall be filed to reflect such addition. Each such new Limited
     Partner shall thereafter be entitled to and subject to all the rights and
     liabilities of Limited Partners as set forth herein.

     SECTION 9.02. DISPUTED MATTERS. Any controversy or dispute arising out of
this Agreement, interpretation of any of the provisions hereof, or the actions
of the General or Limited Partners hereunder shall be submitted to arbitration
before the American Arbitration Association under the rules then obtaining of
said Association, such arbitration to be held in Boston, Massachusetts, and
judgment upon any award thus obtained may be entered in any court having
jurisdiction thereof. In any such arbitration each party to the arbitration
shall bear its own expenses, including expenses of attorneys, financial experts
and other witnesses; and any arbitration fees and expenses of the arbitrators
shall be divided equally between the disputing parties.

     SECTION 9.03. PAYMENTS IN KIND. In the event the Partnership is required or
elects to make a payment or other distribution to or on behalf of any Partner or
to the legal representative, liquidator, or receiver of any deceased,
incompetent, insane or bankrupt Partner, the General Partner may (but shall not
be obligated to) make such payment or distribution, either wholly or partially,
in Securities or other property of the Partnership. The amount of any such
payment or distribution shall be deemed to be equal to the value of such
securities or other property, as determined under Article VIII, as of the
effective date of their distribution to or on behalf of the Partner or his legal
representatives and the decisions of the General Partner with respect to in-kind
payments, including decisions with respect to selection, apportionment and
valuation of Securities or other property, shall be conclusive and binding upon
all Partners.

     SECTION 9.04. GENERAL. This Agreement: (a) shall be binding on the
executors, administrators, estates, heirs and legal successors of the Partners;
(b) shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts; (c) may be executed in more than one counterpart
as of the day and year first above written; provided, however, that each
separate counterpart shall have been executed by the General Partner; and (d)
contains the entire Agreement among the Partners relating to the subject matter
hereof. The waiver of any of the provisions, terms or conditions contained in
this

                                       21

<PAGE>   26


Agreement shall not be considered as a waiver of any of the other provisions,
terms or conditions hereof.

     SECTION 9.05. NOTICES.

          (a) TO THE PARTNERS. Any notice to be given hereunder by the
     Partnership to any Partner shall be in writing and signed by the General
     Partner. Any such notice shall be conclusively deemed to have been given if
     either delivered in person to such Partner or mailed by registered or
     certified mail to such Partner at his address set forth in Exhibit A. Any
     Partner may change his address for notice by written notice to the
     Partnership.

          (b) TO THE PARTNERSHIP. Any notice to be given hereunder to the
     Partnership shall be in writing and signed by the Partner giving notice.
     Any such notice shall be conclusively deemed to have been given if
     delivered in person or mailed by registered or certified mail, postage
     prepaid to the General Partner at its address set forth in Exhibit A, or
     such other address as the General Partner may from time to time designate
     by notice to all Partners.

     SECTION 9.06. EXECUTION OF CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER
DOCUMENTS. The General Partner agrees to prepare and file and the Partners agree
to execute a certificate of limited partnership, any amendments thereto, and
such other instruments, documents and papers as the General Partner deems
necessary or appropriate to carry out the intent of this Agreement, and to take
such other action as the General Partner deems appropriate to maintain the
Partnership's status as a Limited Partnership under the ULPA.

     SECTION 9.07. FORCE MAJEURE. Whenever any act or thing is required of the
Partnership hereunder within any specified period of time, the Partnership shall
be entitled to such additional period of time to do such acts or things as shall
equal any period of delay resulting from causes beyond the reasonable control of
the Partnership, including, without limitation, bank holidays, actions of
governmental agencies, closing the New York Stock Exchange at times other than
normal closing dates, and financial crises of a nature materially affecting the
purchase and sale of Securities.

     SECTION 9.08. AMENDMENTS. Except as otherwise specifically provided herein,
the terms and provisions of this Agreement may be modified or amended at any
time and from time .to time only with the written consent of (1) the General
Partner and (2) Limited Partners (excluding TAH) representing in excess of fifty
percent (50%) of the combined Capital Accounts of all Limited Partners insofar
as is consistent with the laws governing this Agreement; provided, however,
that


                                       22
<PAGE>   27


without the specific written consent of each Partner adversely affected thereby
no such modification or amendment shall (i) increase the obligation of a Limited
Partner beyond that set forth in Section 1.04, (ii) reduce the Capital Account
of any Partner or its rights to distribution and withdrawal with respect
thereto; or (iii) amend Section 1.05 to permit Partnership activities which
would subject a Limited Partner to Federal or state taxation which such Partner
would not be subject to in the absence of such activity. Without unanimous
consent no amendment or modification may be made (x) which would cause the
Partnership to cease to be a Limited Partnership under applicable state law or
(y) which would, amend this Section 9.08.

     SECTION 9.09. HEADINGS. Article, Section, Paragraph and Subparagraph
headings are for convenience of reference only, and are not part of this
Agreement, and shall not be considered in interpreting this Agreement.

     SECTION 9.10. POWER OF ATTORNEY. Each Limited Partner does hereby
constitute and appoint John H. Goldsmith, Richard K. Howe and Dennis O'Connor
and each of them, its true and lawful representative, in its name, place and
stead, to make, execute, sign, acknowledge, deliver and file all such
instruments, documents and certificates which may from time to time be required
by the laws of the United States of America, the Commonwealth of Massachusetts,
or any other state in which the Partnership shall determine to do business, or
any political subdivision or agency thereof, to effectuate, implement and
continue the valid and subsisting existence of the Partnership, including,
without limitation, a Certificate of Limited Partnership and amendments thereto
and any such certificate or amendment filed for the purpose of admitting the
undersigned as Limited Partners of the Partnership.




                                       24
<PAGE>   28


     IN WITNESS WHEREOF, the General Partner and the Limited Partners have
hereunto set their hands and seals as of the date first set forth above.



                                        GENERAL PARTNER

                                        Tucker Anthony Holding
                                                Corporation

                                        By: ___________________________________

                                        LIMITED PARTNER

                                        _______________________________________

                                        _______________________________________
                                        (Print Name)

                                        S.S.# _________________________________

                                        Allocation Accepted: $_________________

               ss:


     Then personally appeared before me _________ known to me, and acknowledged
the same to be his free act and deed.


                                        _______________________________________
                                        Notary



<PAGE>   29

                                   EXHIBIT B


                     TA Holding Corporation Balance Sheets
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                          December 31
                                                 -----------------------------
                                                     1988               1989
                                                 -----------       -----------
<S>                                              <C>               <C>
Assets

Cash                                             $   127,000       $   238,000
Investments:
   Tucker Anthony Incorporated                    47,837,000        47,937,000
   Freedom Capital Management Corporation          1,000,000
   Other                                           1,486,000           906,000
Deferred Taxes                                       514,000
Receivable from Employees                          3,851,000         2,422,000
Prepaid Expenses                                   2,583,000         4,665,000
Other Assets                                       3,886,000         3,806,000
                                                 -----------       -----------
                                                 $60,770,000       $60,488,000
                                                 ===========       ===========
Liabilities and Stockholder's Equity

Liabilities

Notes Payable to Affiliate                       $24,341,000       $10,341,000
Accounts Payable and Accrued Expenses              3,636,000         2,310,000
Income Taxes Payable                               1,805,000         4,537,000
Intercompany Payable                               3,064,000         1,247,000
                                                 -----------       -----------
Total Liabilities                                $32,846,000       $18,435,000

Stockholder's Equity

Common Stock                                     $     1,000       $     1,000
Paid in Capital                                   24,500,000        39,000,000
Retained Earnings                                  3,423,000         3,052,000
                                                 -----------       -----------
Total Stockholder's Equity                       $27,924,000       $42,053,000
                                                 -----------       -----------
Total Liabilities and Stockholder's Equity       $60,770,000       $60,488,000
                                                 ===========       ===========
</TABLE>



<PAGE>   30


                                   EXHIBIT A

                                GENERAL PARTNER



                                                                  Capital
Name                                Address                    Contribution
----                                -------                    ------------

Tucker Anthony Holding          One Beacon Street              1% of total
   Corporation                  Boston, MA 02109               Capital as
                                                               General
                                                               Partner



                                LIMITED PARTNERS



                                                                  Capital
Name                               Address                     Contribution
----                               -------                     ------------

                                                               $___________




DP-0325/d
1/31/91